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  4. [Form 4] DNOW Inc. Insider Trading Activity

DNOW Inc. (NYSE: DNOW) CEO exercises 256K options and sells shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DNOW Inc. President and CEO David A. Cherechinsky exercised stock options for 256,142 shares of common stock on August 10, 2026, at exercise prices of $9.53 and $10.26 per share, and sold the same total number of shares at $16.73 per share in open-market or private transactions. The options referenced in the filing vest in three equal installments, and the transactions were not reported as made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Cherechinsky David A
Role President and CEO
Sold 256,142 shs ($4.29M)
Approx. gross sale proceeds $4.29M
Approx. exercise cost $2.59M
Approx. pre-tax spread $1.70M
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (Right to Buy) F1 57,929 $0.00 $0.00
Exercise Non-Qualified Stock Option (Right to Buy) F2 198,213 $0.00 $0.00
Exercise Common stock 57,929 $9.53 $552K
Sale Common stock 57,929 $16.73 $969K
Exercise Common stock 198,213 $10.26 $2.03M
Sale Common stock 198,213 $16.73 $3.32M
Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 0 shares (Direct); Common stock — 1,163,864 shares (Direct)
Footnotes (2)
  1. F1. Options vest in three (3) equal installments commencing on the date indicated.
  2. F2. Options vest in three (3) equal installments commencing on the date indicated.
Options exercised (grant 1) 57,929 shares Non-Qualified Stock Option exercised on August 10, 2026 at $9.53
Options exercised (grant 2) 198,213 shares Non-Qualified Stock Option exercised on August 10, 2026 at $10.26
Total shares sold 256,142 shares Common stock sales on August 10, 2026
Sale price $16.73 per share Price for common stock sales on August 10, 2026
Option exercise price 1 $9.53 per share Exercise price for 57,929 options into common stock
Option exercise price 2 $10.26 per share Exercise price for 198,213 options into common stock
Non-Qualified Stock Option financial
"security_title: Non-Qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
exercise price financial
"conversion_or_exercise_price: 9.5300 and 10.2600 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Rule 10b5-1 regulatory
"Rule 10b5-1 trading plan checkbox was not affirmatively marked"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
open market or private transaction financial
"transaction_code_description: Sale in open market or private transaction"

FAQ

What insider transactions did DNOW (DNOW) report for its CEO on August 10, 2026?
DNOW reported that CEO David A. Cherechinsky exercised options for 256,142 shares and sold 256,142 shares of common stock on August 10, 2026, in open-market or private transactions.

At what prices did the DNOW (DNOW) CEO exercise and sell shares?
The CEO exercised options at $9.53 and $10.26 per share and sold the resulting 256,142 shares at $16.73 per share, according to the Form 4 transactions reported for August 10, 2026.

How many DNOW (DNOW) stock options did the CEO exercise in this Form 4?
CEO David A. Cherechinsky exercised 256,142 stock options in total, consisting of 57,929 options at $9.53 and 198,213 options at $10.26, each converting into the same number of common shares.

Were the DNOW (DNOW) CEO’s August 2026 trades under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating the reported August 10, 2026 exercises and sales were not affirmatively stated as made under a Rule 10b5-1 trading plan.

What do the footnotes in the DNOW (DNOW) CEO Form 4 say about option vesting?
The footnotes state that the options vest in three equal installments commencing on the dates indicated. This vesting description applies to the option grants exercised for 57,929 and 198,213 shares reported in the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cherechinsky David A
(Last)(First)(Middle)
7402 NORTH ELDRIDGE PARKWAY
(Street)
HOUSTON TEXAS 77041
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DNOW Inc. [ DNOW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common stock08/10/2026M57,929A$9.531,221,793D
Common stock08/10/2026S57,929D$16.731,163,864D
Common stock08/10/2026M198,213A$10.261,362,077D
Common stock08/10/2026S198,213D$16.731,163,864D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (Right to Buy)$9.5308/10/2026M57,92902/21/2021(1)02/21/2027Common Stock57,929$00D
Non-Qualified Stock Option (Right to Buy)$10.2608/10/2026M198,21302/23/2022(2)02/23/2028Common Stock198,213$00D
Explanation of Responses:
1. Options vest in three (3) equal installments commencing on the date indicated.
2. Options vest in three (3) equal installments commencing on the date indicated.
/s/ Raymond W. Chang, as attorney-in-fact08/12/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR